CUSIP
No. 09852M101
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1
|
names
of reporting persons
Pinetree Resource
partnership
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2
|
check the appropriate
box if a member of a group (See Instructions)
(a)
(b)
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3
|
sec
use only
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4
|
source of funds
(See Instructions)
WC
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5
|
check
if disclosure of legal proceedings
is required pursuant to
items 2(d) or 2(e)
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6
|
citizenship
or place of organization
ONTARIO,
CANADA
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7
|
sole
voting power
0
(See Items 2 and 5)
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number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared
voting power
10,000,000
(See Items 2 and 5)
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9
|
sole
dispositive power
0
(See items 2and 5)
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||||
10
|
shared
dispositive power
10,000,000
(See Items 2 and 5)
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||||
11
|
aggregate
amount beneficially owned by each reporting person
10,000,000
(See Items 2 and 5)
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12
|
check
if the aggregate amount in row (11) excludes certain shares
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13
|
percent
of class represented by amount in row (11)
13.8%
(See items 2 and 5)
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14
|
type of reporting person
(See Instructions)
PN
|
CUSIP
No. 09852M101
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1
|
names
of reporting persons
Pinetree capital investment
corp.
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2
|
check the appropriate
box if a member of a group (See Instructions)
(a)
(b)
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||||
3
|
sec
use only
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||||
4
|
source of funds
(See Instructions)
WC
|
||||
5
|
check
if disclosure of legal proceedings
is required pursuant to
items 2(d) or 2(e)
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||||
6
|
citizenship
or place of organization
ALBERTA,
CANADA
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7
|
sole
voting power
0
(See Items 2 and 5)
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||||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared
voting power
10,000,000
(See Items 2 and 5)
|
|||
9
|
sole
dispositive power
0
(See Items 2 and 5)
|
||||
10
|
shared
dispositive power
10,000,000
(See Items 2and 5)
|
||||
11
|
aggregate
amount beneficially owned by each reporting person
10,000,000
(See Items 2 and 5)
|
||||
12
|
check
if the aggregate amount in row (11) excludes certain shares
|
||||
13
|
percent
of class represented by amount in row (11)
13.8%
(See item 5)
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14
|
type of reporting person
(See Instructions)
Co
|
CUSIP
No. 09852M101
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1
|
names
of reporting persons
Emerald Capital
Corp.
|
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2
|
check the appropriate
box if a member of a group (See Instructions)
(a)
(b)
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3
|
sec
use only
|
||||
4
|
source of funds
(See Instructions)
WC
|
||||
5
|
check
if disclosure of legal proceedings
is required pursuant to
items 2(d) or 2(e)
|
||||
6
|
citizenship
or place of organization
ALBERTA,
CANADA
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||||
7
|
sole
voting power
0
(See Items 2 and 5)
|
||||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared
voting power
10,000,000
(See Items 2 and 5)
|
|||
9
|
sole
dispositive power
0
(See Items 2 and 5)
|
||||
10
|
shared
dispositive power
10,000,000
(See Items 2and 5)
|
||||
11
|
aggregate
amount beneficially owned by each reporting person
10,000,000
(See Items 2 and 5)
|
||||
12
|
check
if the aggregate amount in row (11) excludes certain shares
|
||||
13
|
percent
of class represented by amount in row (11)
13.8 %
(See item 5)
|
||||
14
|
type of reporting person
(See Instructions)
Co
|
CUSIP
No. 09852M101
|
|||||
1
|
names
of reporting persons
Pinetree Capital
Ltd.
|
||||
2
|
check the appropriate
box if a member of a group (See Instructions)
(a)
(b)
|
||||
3
|
sec
use only
|
||||
4
|
source of funds
(See Instructions)
WC
|
||||
5
|
check
if disclosure of legal proceedings
is required pursuant to
items 2(d) or 2(e)
|
||||
6
|
citizenship
or place of organization
ONTARIO,
CANADA
|
||||
7
|
sole
voting power
0
(See Items 2 and 5)
|
||||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared
voting power
10,000,000
(See Items 2 and 5)
|
|||
9
|
sole
dispositive power
0
(See Items 2 and 5)
|
||||
10
|
shared
dispositive power
10,000,000
(See Items 2and 5)
|
||||
11
|
aggregate
amount beneficially owned by each reporting person
10,000,000
(See Items 2 and 5)
|
||||
12
|
check
if the aggregate amount in row (11) excludes certain shares
|
||||
13
|
percent
of class represented by amount in row (11)
13.8
% (See item 5)
|
||||
14
|
type of reporting person
(See Instructions)
Co
|
CUSIP
No. 09852M101
|
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1
|
names
of reporting persons
Sheldon
Inwentash
|
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2
|
check the appropriate
box if a member of a group (See Instructions)
(a)
(b)
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||||
3
|
sec
use only
|
||||
4
|
source of funds
(See Instructions)
PF
|
||||
5
|
check
if disclosure of legal proceedings
is required pursuant to
items 2(d) or 2(e)
|
||||
6
|
citizenship
or place of organization
CANADA
|
||||
7
|
sole
voting power
7,000,000
(See Items 2 and 5)
|
||||
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
8
|
shared
voting power
10,000,000
(See Items 2 and 5)
|
|||
9
|
sole
dispositive power
7,000,000
(See Items 2 and 5)
|
||||
10
|
shared
dispositive power
10,000,000
(See Items 2and 5)
|
||||
11
|
aggregate
amount beneficially owned by each reporting person
17,000,000
(See Items 2 and 5)
|
||||
12
|
check
if the aggregate amount in row (11) excludes certain shares
|
||||
13
|
percent
of class represented by amount in row (11)
22.2%
(See item 5)
|
||||
14
|
type of reporting person
(See Instructions)
IN
|
Item
1.
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Security and Issuer.
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Item
2.
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Identity and Background.
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(a)-(c) | This Schedule 13D is being filed by Pinetree Resource Partnership, a general partnership formed under the laws of Ontario (“Pinetree Resource”), and by Pinetree Capital Ltd. (“Pinetree Capital”), a corporation formed under the laws of the Province of Ontario, Canada. This Schedule 13D is also being filed by Pinetree Capital Investment Corp., a corporation organized under the laws of Ontario, Canada (“PCIC”), and Emerald Capital Corp., a corporation formed under the laws of the Province of Alberta, Canada (“Emerald”). PCIC holds 99.99% of the outstanding equity interests of Pinetree Resource and Emerald holds 0.01% of the outstanding equity interests of Pinetree Resource. Pinetree Capital is the parent company and holds 100% of the outstanding capital stock of each of PCIC and Emerald. The principal businesses of Pinetree Capital, Pinetree Resource, PCIC and Emerald are private investment. This Schedule 13D is also being filed by Sheldon Inwentash (“Inwentash”). Inwentash is the Chief Executive Officer of Pinetree Capital and President of PCIC and Emerald. | |
The address of the business and principal office of each of Pinetree Resource, Pinetree Capital, PCIC, Emerald and Inwentash is The Exchange Tower, 130 King Street West, Suite 2500, Toronto, Ontario M5X 1A9. |
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(d)
|
During
the past five years, neither Pinetree Resource nor, to Pinetree Resource’s
knowledge, any of its executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors). During the past five years, neither Pinetree
Capital nor, to Pinetree Capital’s knowledge, any of its executive
officers, directors or controlling persons has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors). During the past five years, neither PCIC nor, to
PCIC’s knowledge, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). During the past five years, neither
Emerald nor, to Emerald’s knowledge, any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the past five
years, Inwentash has not been convicted in a criminal proceeding
(excluding traffic violations and similar
misdemeanors).
|
|
(e)
|
During
the past five years, neither Pinetree Resource nor, to Pinetree Resource’s
knowledge, any of its executive officers or directors has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. During the past five years, neither Pinetree Capital nor,
to Pinetree Capital’s knowledge, any of its executive officers, directors
or controlling persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. During the past five years, neither PCIC nor, to
PCIC’s knowledge, any of its executive officers or directors has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. During the past five years, neither Emerald nor, to
Emerald’s knowledge, any of its executive officers or directors has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. During the past five years, Inwentash has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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|
(f)
|
The
name, citizenship, business address, principal business occupation or
employment of each of the directors and executive officers of Pinetree
Resource, Pinetree Capital, PCIC and Emerald are set forth on Annex A
hereto. Inwentash is a Canadian
citizen.
|
Item
3.
|
Source
and Amount of Funds and Other
Consideration.
|
Item
4.
|
Purpose
of Transaction.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a)
|
As
of the date hereof, Pinetree Resource is deemed to beneficially own an
aggregate of 10,000,000 Common Shares (the “PR Shares”), representing
approximately 13.8% of the number of Common Shares
outstanding. The PR Shares include 2,000,000 Common Shares
issuable upon exercise of warrants at a price of $0.20 per share expiring
March 31, 2014, 2,500,000 Common Shares issuable upon exercise of warrants
at a price of $0.35 per share expiring January 29, 2015, and 1,500,000
Common Shares issuable upon exercise of warrants at a price of $0.35 per
share expiring March 29, 2015. As of the date hereof, Inwentash
is deemed to beneficially own an aggregate of 17,000,000 Common Shares,
representing approximately 22.2% of the number of Common Shares
outstanding. This amount includes the PR Shares and 7,000,000
Common Shares that Inwentash owns directly (the “Inwentash
Shares”). The Inwentash Shares include 1,000,000 Common Shares
issuable upon exercise of warrants at a price of $0.20 per share expiring
March 31, 2014, 2,000,000 Common Shares issuable upon exercise of warrants
at a price of $0.35 per share expiring January 29, 2015, and 1,000,000
Common Shares issuable upon exercise of warrants at a price of $0.35 per
share expiring March 29, 2015. Pinetree Capital has been
advised by the Company that the Company had 66,429,076 Common Shares
outstanding on April 9, 2010.
|
|
(b)
|
By
virtue of Pinetree Resource’s direct ownership of the PR Shares and
Pinetree Capital, PCIC and Emerald’s ownership and control of Pinetree
Resource, Pinetree Capital, PCIC, Emerald and Pinetree Resource may be
deemed to have shared power to vote and dispose or direct the vote and
direct the disposition of the PR
Shares.
|
Inwentash has sole power to direct the vote and to direct the disposition of the Inwentash Shares. By virtue of his position as Chief Executive Officer of Pinetree Capital, Inwentash may be deemed to have shared power to vote the PR Shares. Inwentash disclaims beneficial ownership of the PR Shares. |
|
(c)
|
Pinetree
Resource effected the following transactions in the past 60
days:
|
Date
|
Units
acquired
|
Price per Unit
|
Nature of
Transaction
|
|
March 31, 2010 | 1,500,000 | $0.20 | Private purchase |
Inwentash effected the following transactions in the past 60 days: |
Date
|
Securities
acquired
|
Price per Unit
|
Nature of
Transaction
|
|
March 31, 2010 |
1,000,000
|
$0.20 | Private purchase |
|
(d)
|
Not
applicable.
|
|
(e)
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
1.
|
Joint
Filing Agreement between Pinetree Resource Partnership, Pinetree Capital
Investment Corp., Emerald Capital Corp., Pinetree Capital Ltd. and Sheldon
Inwentash dated as of April 12,
2010.
|
PINETREE RESOURCE PARTNERSHIP | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: Authorized Signing Officer* | |
PINETREE CAPITAL INVESTMENT CORP. | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: Chief Finacnial Officer | |
EMERALD CAPITAL CORP. | |
By: /s/ Sheldon Inwentash | |
Name: Sheldon Inwentash | |
Title: President | |
PINETREE CAPITAL LTD. | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: Executive Vice President and Chief Financial Officer | |
/s/ Sheldon Inwentash | |
Sheldon Inwentash |
*
|
Resolutions
of the partners of Pinetree Resource Partnership, dated as of April 20,
2006 (the “Resolutions”), appoint Mr. Goldberg as Authorized Signing
Officer. The Resolutions, which were filed on May 5, 2006, as
Exhibit 2 to Amendment No. 1 to the Schedule 13D, are incorporated herein
by reference.
|
Name
|
Principal Occupation or Employment and Business
Address
|
Sheldon
Inwentash
Canadian
citizen
|
Director
and Chief Executive Officer
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Larry
Goldberg
Canadian
citizen
|
Executive
Vice-President and CFO
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Richard
Patricio
Canadian
citizen
|
Vice
President, Legal & Corporate
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Bruno
Maruzzo
Canadian
citizen
|
Director
of Pinetree Capital
Principal
of Technoventure Inc., a business consulting company
800
Petrolia Road, Unit 15
Toronto,
Ontario, M3J 3K4, Canada
|
Peter
Harder
Canadian
citizen
|
Director
of Pinetree Capital
Senior
Policy Advisor of Frazer Milner Casgrain
99
Bank Street, Suite 1420
Ottawa,
Ontario, K1P 1H4, Canada
|
Ron
Perry
Canadian
citizen
|
Director
of Pinetree Capital
Principal
of Briolijor Corporation, a business consulting company
28
Appleglen
Hudson,
Quebec, J0P 1H0, Canada
|
Kent
Moore
Canadian
citizen
|
Director
of Pinetree Capital
Professor
with the Department of Physics, University of Toronto
864
Davenport Rd.
Toronto,
Ontario, M6G 2B6, Canada
|
Gerry
Feldman
Canadian
citizen
|
Director
of Pinetree Capital
Chief
Financial Officer of Brownstone Ventures Inc.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Andrew
Fleming
Canadian
citizen
|
Director
of Pinetree Capital
Senior
Partner , Ogilvy Renault
Royal
Bank Plaza, South Tower
200
Bay Street, Sutie 3800
Toronto,
Ontario, M5J 2Z4, Canada
|
Marshall
Auerback
Canadian
citizen
|
Director
of Pinetree Capital
Independent
Businessman
817
Pearl Street
Denver,
CO 80203 USA
|
Name and Citizenship
|
Principal Occupation or Employment and Business
Address
|
Sheldon
Inwentash
Canadian
citizen
|
Authorized
Signing Officer of Pinetree Resource
Chief
Executive Officer of
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Larry
Goldberg
Canadian
citizen
|
Authorized
Signing Officer of Pinetree Resource
Excutive
Vice-President and CFO of
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Richard
Patricio
Canadian
citizen
|
Authorized
Signing Officer of Pinetree Resource
Vice
President, Legal & Corporate of
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Name
|
Principal Occupation or Employment and Business
Address
|
Sheldon
Inwentash
Canadian
citizen
|
Director
and President
Chief
Executive Officer of
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Larry
Goldberg
Canadian
citizen
|
Director
and CFO
Executive
Vice-President and CFO of
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Name
|
Principal Occupation or Employment and Business
Address
|
Sheldon
Inwentash
Canadian
citizen
|
Director,
President and Secretary-Treasurer of Emerald Capital
Chief Executive Officer of Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West, Suite 2500
Toronto,
Ontario, M5X 1A9, Canada
|
Exhibit
1
|
PINETREE RESOURCE PARTNERSHIP | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: A.S.O. | |
PINETREE CAPITAL INVESTMENT CORP. | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: Chief Financial Officer | |
EMERALD CAPITAL CORP. | |
By: /s/ Sheldon Inwentash | |
Name: Sheldon Inwentash | |
Title: President | |
PINETREE CAPITAL LTD. | |
By: /s/ Larry Goldberg | |
Name: Larry Goldberg | |
Title: Executive Vice President and Chief Financial Officer | |
/s/ Sheldon Inwentash | |
Sheldon Inwentash |